UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 8, 2018
VIEWRAY, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-37725 |
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42-1777485 |
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(State or Other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
2 Thermo Fisher Way
Oakwood Village, Ohio 44146
(Address of principal executive offices, including zip code)
(440) 703-3210
(Registrant’s telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 2.02Results of Operations and Financial Condition.
On November 8, 2018, ViewRay, Inc. (“ViewRay”) issued a press release announcing its financial results for the fiscal quarter ended September 30, 2018. The press release is attached hereto as Exhibit 99.1.
The information in this Item 2.02 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), or incorporated by reference in any filing of ViewRay under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 7.01Regulation FD Disclosure.
The information set forth under Item 2.02 of this Current Report on Form 8-K is incorporated by reference into this Item 7.01.
The information in this Item 7.01 of this Current Report on Form 8-K and the Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act, or incorporated by reference in any filing of ViewRay under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNumber |
Description |
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99.1 |
Press Release dated November 8, 2018.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VIEWRAY, INC.
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Dated: November 8, 2018 |
By:/s/ Scott Drake |
Exhibit 99.1
ViewRay Reports Third Quarter 2018 Results
CLEVELAND, November 8, 2018 — ViewRay, Inc. (Nasdaq: VRAY) (“the Company”) today announced financial results for the third quarter ended September 30, 2018.
Third Quarter 2018 Highlights:
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Total revenue of $17.7 million, primarily from 3 revenue units. |
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Received new orders for MRIdian systems totaling $36.2 million. The backlog as of September 30, 2018 was $200.9 million. |
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The Company raised net proceeds of $161.9 million during the quarter from a common stock public offering. |
“We have a tremendous opportunity to become the standard of care in radiation oncology. During the third quarter we made significant progress building our team and processes to capitalize, and much work lies ahead,” said Scott Drake, President and CEO.
Third Quarter 2018 Results:
Total revenue for the three months, primarily from 3 MRIdian revenue units, was $17.7 million compared to $12.2 million for the same period last year.
Total cost of revenue was $17.3 million compared to $10.2 million for the same period last year.
Total gross profit was $0.4 million compared to $2.0 million for the same period last year.
Total operating expenses were $24.5 million, compared to $13.6 million for the same period last year. Operating expenses in 2018 include $5.0 million in severance expense for certain terminated executives.
Net loss was $(32.9) million, or $(0.39) per share, compared to $(11.2) million, or $($0.19) per share, for the same period last year. The net loss in 2018 includes $5.0 million of severance expense for certain terminated executives and $6.7 million related to a change in fair value of warrant liabilities.
Cash and cash equivalents were $201.5 million as of September 30, 2018, compared to $66.1 million as of June 30, 2018, primarily due to the equity financing in August of 2018.
Nine Month Results Ending September 30, 2018:
Total revenue for the nine months, primarily from 10 MRIdian revenue units, was $60.3 million compared to $14.1 million for the same period last year.
Total cost of revenue was $54.3 million compared to $12.1 million for the same period last year.
Total gross profit was $6.0 million compared to $2.0 million for the same period last year.
Total operating expenses were $59.6 million compared to $37.4 million for the same period last year.
Net loss was $(62.4) million, or $(0.82) per share, compared to $(47.5) million, or $(0.85) per share, for the same period last year.
Financial Guidance:
Due to an installation delay at a customer site, the Company now anticipates 2018 total revenue to be approximately $80 million.
ViewRay will hold a conference call on Thursday, November 8, 2018 at 4:30 p.m. ET / 1:30 p.m. PT to discuss the results. The dial-in numbers are (844) 277-1426 for domestic callers and (336) 525-7129 for international callers. The conference ID number is 6190699. A live webcast of the conference call will be available on the investor relations page of ViewRay’s corporate website at www.viewray.com.
After the live webcast, a replay of the webcast will remain available online on the investor relations page of ViewRay’s corporate website, www.viewray.com, for 14 days following the call. In addition, a telephonic replay of the call will be available until November 15, 2018. The replay dial-in numbers are (855) 859-2056 for domestic callers and (404) 537-3406 for international callers. Please use the conference ID number 6190699.
About ViewRay
ViewRay®, Inc. (Nasdaq: VRAY), designs, manufactures and markets the MRIdian® radiation therapy system. MRIdian is built upon a proprietary high-definition MR imaging system designed from the ground up to address the unique challenges and clinical workflow for advanced radiation oncology. Unlike MR systems used in diagnostic radiology, MRIdian’s high-definition MR was purposely built to deliver high-precision radiation without unnecessary beam distortion, and consequently, help to mitigate skin toxicity and other safety concerns that may otherwise arise when high magnetic fields interact with radiation beams. ViewRay and MRIdian are registered trademarks of ViewRay, Inc.
Forward Looking Statements:
This press release contains forward-looking statements within the meaning of Section 27A of the Private Securities Litigation Reform Act. Statements in this press release that are not purely historical are forward-looking statements. Such forward-looking statements include, among other things, the rate of new orders, upgrades and installations, ViewRay’s financial guidance for the full year 2018 and ViewRay’s conference call to discuss its third quarter and year to date results. Actual results could differ from those projected in any forward-looking statements due to numerous factors. Such factors include, among others, the ability to commercialize MRIdian Linac System, demand for ViewRay’s products, the ability to convert backlog into revenue, and the timing of delivery of ViewRay’s products, the timing, results and other uncertainties associated with clinical trials, the ability to raise the additional funding needed to continue to pursue ViewRay’s business and product development plans, the inherent uncertainties associated with developing new products or technologies, competition in the industry in which ViewRay operates and overall market conditions. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to ViewRay's business in general, see ViewRay's current and future reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2017 and its 2018 Quarterly Reports on Form 10-Q, as updated periodically with the company's other filings with the SEC. These forward-looking statements are made as of the date of this press release, and ViewRay assumes no obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected in the forward-looking statements, except as required by law.
Investor Relations:
Michaella Gallina
Sr. Director, Investor Relations and Communications
ViewRay, Inc.
1-844-MRIdian (674-3426)
Email: investors@viewray.com
Media Enquiries:
Michael Saracen
Vice President, Marketing
ViewRay, Inc.
Phone: +1 408-242-2994
Email: media@viewray.com
Condensed Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and per share data)
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2018 |
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2017 |
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2018 |
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2017 |
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Gross Orders |
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$ |
36,209 |
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$ |
29,850 |
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$ |
92,017 |
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$ |
79,460 |
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Backlog |
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$ |
200,868 |
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$ |
194,769 |
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$ |
200,868 |
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$ |
194,769 |
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Revenue: |
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Product |
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$ |
16,492 |
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$ |
11,358 |
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$ |
57,237 |
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$ |
11,358 |
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Service |
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1,056 |
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721 |
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2,706 |
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2,408 |
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Distribution Rights |
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118 |
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118 |
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356 |
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356 |
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Total revenue |
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17,666 |
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12,197 |
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60,299 |
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14,122 |
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Cost of revenue: |
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Product |
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15,199 |
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9,728 |
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49,564 |
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10,322 |
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Service |
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2,103 |
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484 |
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4,732 |
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1,758 |
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Total cost of revenue |
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17,302 |
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10,212 |
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54,296 |
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12,080 |
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Gross margin |
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364 |
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1,985 |
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6,003 |
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2,042 |
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Operating expenses: |
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Research and development |
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4,347 |
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3,616 |
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12,506 |
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9,781 |
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Selling and marketing |
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3,384 |
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2,510 |
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10,024 |
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5,453 |
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General and administrative |
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16,721 |
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7,502 |
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37,070 |
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22,116 |
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Total operating expenses |
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24,452 |
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13,628 |
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59,600 |
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37,350 |
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Loss from operations |
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(24,088 |
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(11,643 |
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(53,597 |
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(35,308 |
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Interest income |
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2 |
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1 |
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6 |
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3 |
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Interest expense |
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(1,974 |
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(1,843 |
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(5,758 |
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(5,372 |
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Other (expense) income, net |
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(6,792 |
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2,269 |
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(307 |
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(6,853 |
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Loss before provision for income taxes |
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$ |
(32,852 |
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$ |
(11,216 |
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$ |
(59,656 |
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$ |
(47,530 |
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Provision for income taxes |
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— |
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— |
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— |
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— |
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Net loss and comprehensive loss |
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$ |
(32,852 |
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$ |
(11,216 |
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$ |
(59,656 |
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$ |
(47,530 |
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Amortization of beneficial conversion feature related to Series A convertible preferred stock |
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$ |
— |
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$ |
— |
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$ |
(2,728 |
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$ |
— |
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Net loss attributable to common stockholders, basic and diluted |
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$ |
(32,852 |
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$ |
(11,216 |
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$ |
(62,384 |
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$ |
(47,530 |
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Net loss per share, basic and diluted |
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$ |
(0.39 |
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$ |
(0.19 |
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$ |
(0.82 |
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$ |
(0.85 |
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Weighted-average common shares used to compute net loss per share attributable to common stockholders, basic and diluted |
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84,920,996 |
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59,061,149 |
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76,185,346 |
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56,064,562 |
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VIEWRAY, INC.
Condensed Consolidated Balance Sheets
(In thousands, except share and per share data)
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September 30, 2018 |
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December 31, 2017(1) |
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(Unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
201,543 |
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$ |
57,389 |
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Accounts receivable |
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22,677 |
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20,326 |
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Inventory |
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40,547 |
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19,375 |
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Deposits on purchased inventory |
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5,565 |
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7,043 |
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Deferred cost of revenue |
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10,909 |
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13,696 |
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Prepaid expenses and other current assets |
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6,174 |
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4,862 |
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Total current assets |
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287,415 |
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122,691 |
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Property and equipment, net |
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13,452 |
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11,564 |
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Restricted cash |
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1,381 |
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1,143 |
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Intangible assets, net |
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- |
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78 |
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Other assets |
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1,185 |
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235 |
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TOTAL ASSETS |
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$ |
303,433 |
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$ |
135,711 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
6,964 |
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$ |
11,014 |
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Accrued liabilities |
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13,880 |
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7,207 |
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Customer deposits |
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12,243 |
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17,820 |
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Deferred revenue, current portion |
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11,315 |
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20,151 |
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Total current liabilities |
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44,402 |
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56,192 |
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Deferred revenue, net of current portion |
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5,206 |
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3,238 |
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Long-term debt |
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44,649 |
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44,504 |
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Warrant liabilities |
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21,962 |
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22,420 |
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Other long-term liabilities |
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9,854 |
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7,370 |
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TOTAL LIABILITIES |
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126,073 |
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133,724 |
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Commitments and contingencies |
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Stockholders’ equity: |
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Convertible Preferred stock, par value $0.01 per share; 10,000,000 shares authorized at September 30, 2018 (unaudited) and December 31, 2017; no shares issued and outstanding at September 30, 2018 (unaudited) and December 31, 2017 |
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— |
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— |
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Common stock, par value of $0.01 per share; 300,000,000 shares authorized at September 30, 2018 (unaudited) and December 31, 2017; 95,195,872 and 67,653,974 shares issued and outstanding at September 30, 2018 (unaudited) and December 31, 2017 |
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941 |
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666 |
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Additional paid-in capital |
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558,656 |
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321,174 |
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Accumulated deficit |
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(382,237 |
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(319,853 |
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TOTAL STOCKHOLDERS’ EQUITY |
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177,360 |
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|
1,987 |
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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
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$ |
303,433 |
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$ |
135,711 |
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(1) The consolidated balance sheet as of December 31, 2017 was derived from audited financial statements as of that date.